General terms and conditions

Field of application
1. These general terms and conditions apply to all offers, quotations, order confirmations and agreements regarding the building of websites, web shops, mobile applications and other web applications, the hosting thereof and the secondment of staff, concluded between CodeCapital, with its registered office at Mondeolaan 2D/3, 3600 Genk registered in the KBO with company number 0726.777.844 (hereinafter ‘CodeCapital’) and the customer.
2. The customer acknowledges that they have read and understood these general conditions and accepts them by accepting an offer, agreement or as the case may be, the invoice.
3. The nullity of one or more clauses of these general conditions does not affect the applicability of all other clauses.
4. The customer’s purchase and/or other conditions shall not apply unless explicitly accepted by CodeCapital. Deviations from these general terms and conditions are only possible if expressly agreed upon between CodeCapital and the customer in a written agreement. These general terms and conditions will retain their supplementary effect in that case.
Quotes and the creation of a contract
1. Quotes are informative and come with no obligation and are valid for a period of 30 calendar days unless stated otherwise.
2. A contract between CodeCapital and the customer is established when the customer accepts a price offer from CodeCapital (whether digital or otherwise) or when work is performed by CodeCapital following the customer’s request to commence such work.
3. The subject matter of the assignment is limited to what was agreed upon in writing. Additional work and/or changes in scope/functionalities during or after the execution of the assignment, ordered verbally or in writing, will be invoiced additionally. Unless expressly agreed otherwise, additional work and changes will be performed according to the hourly rate applicable at that time.
4. If a potential customer accepts a physical appointment and does not cancel it at least 12 hours before the time of the appointment (via email or by phone), CodeCapital will charge a flat rate for this missed appointment at € 0.50 per kilometre driven from CodeCapital’s address (3600 Genk) to the customer’s appointment address and back. This cost is charged by CodeCapital if a CodeCapital employee travels to the customer’s premises, as agreed, and the customer is unable to receive the CodeCapital employee. This cost shall not be charged if the appointment is appropriately cancelled in advance.
Price
1. Prices will be set out in the quote. The prices indicated are given in Euros, excluding VAT.
2. The agreed prices will be invoiced periodically. Payment obligations cannot be cancelled and any payments made cannot be refunded.
3. The prices in the quote are based on the prevailing contract conditions at that time regarding wages, materials and services and shall be amended as per 1 January on the basis of the health index.
4. All project results that are not provided for in the quote and which are carried out in consultation with CodeCapital shall be regarded as overtime and charged according to the hourly rate applicable at the time.
Execution methods
1. CodeCapital shall execute the contract to the best of its ability. The commitments are considered to be effort-based commitments.
2. The customer is responsible for providing CodeCapital, in good time, with all necessary and accurate data, documentation, support and input regarding the assignment, which CodeCapital indicates are necessary, or which the customer should reasonably know are necessary for the execution of the contract. If the customer fails to provide this to CodeCapital in a timely, correct and complete manner, CodeCapital will be entitled to suspend the execution of the contract and/or charge the customer for the additional costs resulting from the delay at the usual rates.
3. All content, graphic materials or logos of which there was no mention in the quote (and which are not, therefore, produced by CodeCapital) must be supplied by the customer at least 10 days prior to the commencement of the work. If the customer fails to provide this to CodeCapital in a timely, correct and complete manner, the works shall encounter delays. In such case, the customer shall owe CodeCapital compensation in the amount of 15% of the overall invoice amount. In such case, the customer warrants to CodeCapital that the delivered graphic material and related documentation do not in any way infringe any intellectual property or similar rights of third parties, and that he is fully authorised to extend the rights referred to in this contract. The customer shall indemnify CodeCapital against damages incurred by CodeCapital as a result of alleged infringement of such third-party rights, provided that CodeCapital immediately reports an alleged infringement to the customer. In the event of an infringement or alleged infringement as referred to in the previous paragraph or at the discretion of the customer, the customer is entitled to replace or modify the delivered graphic material and accompanying documentation in such a way that the infringement is eliminated and the functional properties of the website are affected as little as possible. If a breach as referred to in the previous paragraph has been established by court order and is enforceable in the country where CodeCapital is located, and it appears that a replacement or modification is not possible without materially impairing the functional properties or usability of the website, CodeCapital will be entitled to dissolve the contract.
4. If and insofar as the proper execution of the agreement requires it, CodeCapital is entitled to have certain activities performed by third parties. If the assignment is performed at the customer’s premises or at a location designated by the customer, the customer shall guarantee the security necessary for the proper performance of the assignment and shall provide the necessary facilities free of charge. Third parties which are engaged by CodeCapital shall at no time be regarded as the customer’s employees or executive agents. The customer is not entitled to exercise any authority over these third parties.
Correction and acceptance
1. CodeCapital shall deliver the graphic designs (wireframes, mock-ups, etc.) and web links to test environments by e-mail for review, verification and discussion, whereby the customer shall thoroughly check each design and communicate his comments, concerns or agreement by e-mail as soon as possible and at the latest within eight (8) calendar days. One correction round per design is also included in the contract price. Further corrections shall be regarded as additional work. Fundamental changes of content and style with respect to the original briefing will also be regarded as additional work. During the correction period, the customer is not permitted to use output supplied for productive or operational purposes.
2. In the case of software programs, a trial period of ten (10) calendar days commences after delivery, during which the customer tests whether the software meets the specifications. If the software is delivered in parts, the same acceptance procedure will be used for each part, as described below. The customer will conduct the tests with suitably qualified personnel and with sufficient scope and depth and will report the test results to CodeCapital in writing, clearly and comprehensibly. In case of errors, the customer shall notify CodeCapital by e-mail as soon as possible and at the latest within eight (8) calendar days. CodeCapital will do its best to correct any errors. The software will be considered irrevocably accepted (i) if the customer states this in writing, or (ii) at the expiration of the trial period without the customer having reported an error, or (iii) at the time when the errors mentioned in the test report have been corrected. An error only exists if the customer can prove it and if it can be reproduced. CodeCapital is entitled to suspend further efforts until such time as the customer has provided written approval of the test results for the relevant part or in the relevant phase. During the test period, the customer is not permitted to use output supplied for productive or operational purposes. Acceptance may not be withheld for minor errors that do not hinder operational or productive commissioning. Non-acceptance of a part or during a particular phase shall not affect acceptance of a previous part or phase.
3. If the customer waives a test period to ensure the project goes live as soon as possible, the correction period in which CodeCapital modifies any changes within the scope of the project expires. Any changes will be executed at the hourly rate at that time.
Complaints
1. Any complaint outside the correction/acceptance procedure must be communicated by the customer via registered mail within eight (8) days after the alleged error or omission was discovered or could reasonably have been discovered, under penalty of forfeiture.
2. If defects occur and are reported in a timely manner, CodeCapital has the option of repairing the defects or paying compensation for them.
3. Any legal action must be initiated by the customer before the competent court, on pain of forfeiture, within six (6) months of its establishment.
Payment
1. Invoices shall be supplied by the customer electronically but can be provided by post on simple request. All invoices are payable to the headquarters of CodeCapital, within 30 calendar days after the invoice date, unless otherwise stated on the invoice. In case of late payment, the customer shall automatically and without notice of default owe default interest from the due date, calculated on the outstanding invoice amount at a conventional interest rate of 8% per year, as well as an indemnity for the collection costs, calculated at a flat rate of 10% of the total invoice amount with a minimum of €125, without prejudice to CodeCapital’s right to claim a higher compensation provided there is evidence of greater damage actually suffered.
2. In the absence of a timely invoice payment being made on the date of expiry, all invoices that have been issued to the same customer shall become immediately due. In the event of non-payment, CodeCapital is entitled to suspend its output until full payment of the amounts owed by the customer.
3. If an invoice is to be disputed, this must be notified within 8 calendar days of the invoice date by registered mail and such notification must always include the date and number of the invoice. Disputing an invoice can at no time give rise to a delay or suspension of payment.
Duration and termination
1. Unless agreed otherwise, the contract shall be for an indefinite period. Either party may terminate the contract unilaterally and without justification, by written notice sent by registered mail at the earliest two months and at the latest one month before the expiration of one year, to be counted from the start date of the contract. The notice period of one month begins on the date of written notification. Any work already carried out will be invoiced.
2. CodeCapital may terminate a contract with the customer without notice of default or judicial intervention with immediate effect if the customer fails to comply, improperly or incompletely with the agreements entered into with CodeCapital, including these general terms and conditions or in the event that the customer is declared bankrupt or has otherwise lost free control of its assets, without the customer thereby acquiring the right to any compensation. Any work already carried out will be invoiced.
3. In the event of cancellation of an order, the customer shall be liable to pay fixed compensation in the amount of 20% of the value of the agreed price of the order with a minimum of EUR 125, and this under the express reservation of CodeCapital’s right to prove the damage actually suffered and claim full compensation.
4. In case of termination of a domain name as well as failure to properly pay an outstanding invoice for a domain name for an active period, CodeCapital reserves the right to block a domain name for transfer. CodeCapital shall release the domain name after payment of the outstanding amount and any corresponding costs according to the terms and conditions set out in point 5.3.
Delivery time
1. Delivery times are informative and do not form an essential component of the contract with the customer. Late delivery shall not give rise to compensation or a price reduction, or annulment of the contract.
2. The customer undertakes to carefully check the goods and/or services supplied at the moment of delivery or execution. The goods and/or services are considered to have been accepted by the customer upon delivery or execution unless an accurately described and detailed complaint is received by CodeCapital via registered post within 8 calendar days following the delivery or execution; CodeCapital shall then endeavour to rectify the issue. If CodeCapital receives no notification of deficiencies within the given time, the goods and/or services shall be deemed to have been accepted. Acceptance of the goods and/or services shall serve as confirmation of conformity between the ordered and supplied goods and/or services. CodeCapital is in no way liable for deficiencies which arise as the result of inaccurate information that is provided by the customer to CodeCapital. Complaints do not suspend the customer’s obligations.
Rights of third parties
1. The customer warrants to CodeCapital that the assignment provided to CodeCapital by the customer in no way breaches any rights of third parties. This encompasses but is not limited to registration of domain names, content of the website and the use of software.
Ownership rights
1. The customer is not permitted to use the services purchased for unlawful, criminal behaviour or for processes that contravene public order and common decency.
Force majeure
1. CodeCapital is not liable in case it is prevented from executing the contract due to force majeure, or other circumstances beyond its control, including but not limited to: social conflicts, interruptions of the electricity network (including blackouts), interruptions of the telecommunication network, unavailability of web hosts, etc. In particular, CodeCapital is not responsible for potential ‘downtime’ of the products hosted by CodeCapital provided that CodeCapital has no control over the good functioning thereof and responsibility is taken by third parties.
2. CodeCapital cannot be held responsible for any damage by third parties (including hackers and others who may misuse the supplied products). The customer acknowledges that a flawless operation of a computer configuration (the entirety of hardware and software) can never be guaranteed and that this, as well as certain cases of force majeure or malicious intent (hacking, denial of service, …) may result, among other things, in the loss of (potentially all) of the customer’s programs and/or data. The customer therefore undertakes to take the appropriate measures, in his opinion, to limit the consequences of such circumstances.
Liability
1. In the event of errors, CodeCapital is primarily bound to provide in-kind repairs.
2. CodeCapital reserves the right to purchase certain intangible moveable goods or services from suppliers for resale. Insofar as CodeCapital depends for its activities on the cooperation, services and supplies of third parties, over which CodeCapital has little or no influence, CodeCapital cannot be held liable in any way for damage arising from the relationships with such third parties or the severance thereof, regardless of whether such damage arises or becomes apparent during the relationship with the third party.
3. CodeCapital is not responsible or liable for the content of the material supplied by the customer which is used for the purposes of the customer’s website, webshop, web application, products and/or services. CodeCapital is not liable for damage, whatever its nature, that occurs when CodeCapital works on the basis of incomplete and/or incorrect data provided by the customer.
4. CodeCapital can only be held liable vis a vis the customer for proven and actual direct damage that arises as a result of a previously concluded contract. In any case, the overall liability of CodeCapital vis a vis the customer is limited to 50% of the overall value of the contract. CodeCapital is not liable for any subsequent damage and indirect damage or losses, including lost profits, loss of data, recovery of data, revenue, turnover or other financial or commercial losses whether arising from non-compliance with a contractual or non-contractual obligation.
Intellectual property rights
1. All intellectual or industrial property rights to all products developed or made available under the contract (including software, or other materials such as analyses, designs, documentation, reports, quotations, etc.) belong exclusively to CodeCapital. Without the express permission of CodeCapital, the customer may not process or adapt the supplied product in websites, webshops, web applications, products and/or services other than those for which it was originally intended.
2. CodeCapital shall provide the customer with a non-exclusive and non-transferable right of use to all works it has developed for the customer under this contract, including third-party works to which CodeCapital has obtained a right of use and which are indispensable for operation. The customer shall be granted this user right from the moment that he has fulfilled all his obligations according to the contract vis a vis CodeCapital.
3. Ownership of the ideas, works, concepts or designs created specifically for the customer shall remain with CodeCapital at all times, unless explicitly agreed otherwise in writing. If explicitly agreed otherwise in writing, CodeCapital shall transfer to the customer all rights relating to these ideas, works, concepts or designs which have been specifically developed for the customer, provided the customer has fulfilled all his payment obligations in full. The customer grants CodeCapital a perpetual, royalty-free licence regarding these works, including the right to further use these works in the course of CodeCapital’s business, as well as for providing services to current and future customers of CodeCapital, and this in the broadest sense.
4. CodeCapital retains the right to use the expertise developed during the execution of the tasks for other purposes as long as this does not involve revealing any confidential information to third parties.
Protection of personal data
1. In the context of the execution of the contract, CodeCapital will act as the data controller for the processing of the following personal details of the customer, as necessary for customer management, specifically: first name, surname, e-mail address and mobile phone number of the contact person, as well as for the sending of commercial information related to services or products in line with the contract. This shall not be used by CodeCapital for any other purposes and shall not be shared with any third parties with which there is no contractual relationship. CodeCapital shall process the personal details as confidential information. The customer shall retain the right to inspect or rectify at all times. The customer can submit a complaint to the supervisory authority. The customer’s details shall be maintained as long as necessary for the execution of the contract or in order to comply with legal requirements, e.g. accountancy obligations.
2. For all personal data processed or stored by or in the project results, the customer acts as the data controller. CodeCapital bears no responsibility with respect to compliance with the obligations for the processing of personal data by the customer on the basis of and in compliance with applicable principles, such as the information obligation. The customer alone ensures that this data can be used, processed, stored and transferred in a lawful manner. The responsibility for compliance with the obligations concerning the data subject, such as the obligation to allow inspection, correction and the deletion of personal details, lies entirely and exclusively with the customer. The customer shall be solely liable, and shall indemnify CodeCapital upon demand, against all claims and other requests and consequential damages resulting from any failure in this regard. Parties shall conclude a processing contract as per article 28 GDPR.
3. Each party shall take the appropriate technical and organisational measures so that personal data is processed in accordance with applicable laws and regulations and is protected against unauthorised or unlawful processing of personal data or accidental loss, destruction or damage.
Domain names
1. The registration of domain names with the ccTLD.be shall take place according to the regulations of the VZW, DNS, BELGIUIM. The customer accepts the general terms and conditions for the domain name registration and declares to have been informed by CodeCapital that the general terms and conditions are available on the www.dns.be website. For the registration of domain names with the ccTLD.nl, the customer accepts, under the same conditions, the rules set out on nic.nl. For registration of domain names with the ccTLD.nl, the customer accepts, under the same conditions, the rules set out on eurid.eu. CodeCapital does not bear any liability whatsoever for registering domain names in bad faith, registering domain names that would infringe on the rights of third parties, and so on. The customer shall also indemnify CodeCapital for any claims from third parties as a result of the registration of the specific domain name.
Hosting
1. The customer who makes use of CodeCapital’s hosting may not in any way use the services or facilities offered, including the storage space offered, to commit legal violations or cause damage or nuisance towards CodeCapital. Nor should the customer’s activities give rise to this. In principle, the customer is free to fill the hosted space as they see fit, as long as in doing so they act in good faith and do not violate applicable legal rules and/or the rights of third parties, including violations of public order and common decency. The virtual space may not be used in relation to the following:
  - Used for the purposes of promotion of banned products and/or services, such as illegal drugs, weapons, etc.;
  - Used for processes, programmes, spamming techniques or other practices that could inconvenience CodeCapital or other parties or cause damage, irrespective of whether this has an actual impact on the hosting services of CodeCapital;
  - Used for the purposes of promotion, incitement to facilitate and/or performance of illegal or criminal acts and activities. This must be interpreted in the broadest sense and encompasses, among other things, fraudulent processes and the distribution and promotion of child pornography, for example.
  - Used for the purpose of unsolicited and unlawful intrusion into other computers and networks on the Internet (‘hacking’) in which the customer breaks through any security and/or gains access by technical intervention using false signals or a false key or by assuming a false capacity;
  - Violations of the intellectual or industrial property rights of entitled third parties (including database rights);
  - Every possible reference to third-party websites that are used for banned processes.
2. CodeCapital retains the right to remove any content that violates these terms from the hosted space once the customer has been duly notified. The execution of the hosting services refers to the storage of various types of content, such as text and images, in the virtual space. CodeCapital obtains express and unrestricted permission to reproduce, communicate to the public or further distribute the protected content in the virtual storage space as necessary for the practical performance of the hosting services. The customer is fully and exclusively responsible for all use that is made of his virtual storage space. The customer must therefore also take care of the personal and confidential nature of this data with allocated log-in details, such as user names and passwords. The customer must inform CodeCapital in the event of (a suspicion of) a confidentiality breach.
3. The customer indemnifies CodeCapital against all possible third party claims in this regard that have arisen in any way as a result of the customer’s use of the hosting services, or as a result of the customer’s failure to fulfil his obligations under the contract or these general terms and conditions.
Confidential information
1. The parties undertake to treat information designated as confidential and received from the other party as strictly confidential and in no way to communicate or disclose it to third parties, to use confidential information only within the scope and limits of the execution of this contract and to protect confidential information from theft, loss, damage and/or unauthorised access by third parties. Among other things, confidential information refers to company information (in any form or medium) relating to technology, strategy, design, products, customers, potential customers (including address lists), technical or commercial methods, rates, pricing terms, suppliers, financing, employees and management.
Privacy
1. CodeCapital strictly complies with the relevant regulations regarding privacy and data protection. CodeCapital processes personal details in the execution of the task arising out of this contract for administrative purposes, among other things. Such processing activities take place on the basis of the Privacy Policy, as provided on our website. Upon simple request, and without additional cost, the customer has the right to consult, correct or modify his personal data by sending an e-mail to info@CodeCapital.be.
Final provisions
1. The contract contains the entire agreement with respect to its subject matter, and supersedes and cancels all prior written or verbal, express or implied communications, understandings and agreements between the parties.
2. The hierarchy between the applicable agreements applies as follows (in order of importance): the quote and then the general contract terms and conditions.
3. Parties undertake to provide correct and full contact details and to notify one another of any changes within fifteen (15) calendar days of such change.
4. If any provision of this contract should be declared void or unenforceable by a court, in whole or in part, the contract shall remain binding and the parties agree that the invalid or unenforceable provision shall be replaced by a valid provision and enforceable provision consistent with the original intent of the parties.
5. CodeCapital is entitled:
  - To refer to the collaboration with the customer, as reference, during promotional campaigns;
  - To use the project results in the portfolio of realised projects.
Disputes and the applicable law
1. The contractual relationship between CodeCapital and the customer is governed exclusively by Belgian law. All disputes arising directly or indirectly from the contract(s) concluded between CodeCapital and the customer, whatever the nature and place of delivery, may be brought exclusively before the competent court in Hasselt.